ANNUAL REPORT 2009 INSPIRED BY TECHNOLOGY

Transcription

1 ANNUAL REPORT 2009 INSPIRED BY TECHNOLOGY

2 HIGHLIGHTS 2009 Order book up by 5% to 4,748 million euro, a good starting point for again a good year for Imtech despite challenging market conditions: EBITA: million euro, + 20% (organic + 7%); Revenue: 4,323 million euro, + 12% (organic + 3%); Operational EBITA margin: up to 5.8% (2008: 5.5%); Net profit: million euro, + 11%; Earnings per share before amortisation and impairment of intangible assets: 1.92 euro, + 17%; Proposed dividend per ordinary share: 0.64 euro, + 8%. Imtech s proposition high-tech multidisciplinary technical total solutions through the combination of electrical engineering, ICT and mechanical engineering proves its worth even in a period of economic crisis. Drivers for growth are: strong position in the growth segment energy & environment (energy, water, environment and fine particles) with an increasing demand for green technology: 25% of the total revenue of 4.3 billion euro; recurring business: 55% of activities; broad portfolio with strong market positions in Europe and in the global marine market. Thanks to acquisitions a position acquired in Romania and positions in Spain and Scandinavia reinforced. No change to the strategic plan 2012: revenue 5 billion euro in 2012 while maintaining an operational EBITA margin target of 6%. Outlook 2010: a further increase of EBITA through organic growth and acquisitions. PROFILE Imtech is a European technical services provider in the fields of electrical engineering, ICT (Information and Communication Technology) and mechanical engineering with approximately 23,000 employees, revenue of over 4.3 billion euro and more than 415 offices 345 offices in Europe and 70 marine (service) offices along the major global shipping routes. Imtech is able to cluster the technologies of electrical engineering, ICT and mechanical engineering across and throughout the full breadth and depth of the technology spectrum into integrated and multidisciplinary total solutions. This results in differentiating strengths, offers customers added value and enables the creation of value in the fields of energy, the environment and water. Imtech commands the entire chain of consultancy, design, engineering, implementation, maintenance services and maintenance management throughout the entire life-cycle of its customers technology and operating processes. In Europe Imtech is active in the Benelux (Belgium, the Netherlands, Luxembourg), Germany, various Central and Eastern European countries (including Austria, Switzerland, Poland, Romania, Croatia, Russia and the Czech Republic), the Nordic region (Norway, Sweden, Finland), the UK, Ireland and Spain. Imtech also occupies a strong position in the European ICT market, the European Traffic market (including parking) and the global marine market. MISSION AND ADDED VALUE Imtech stands for the integration of technologies (electrical engineering, ICT, mechanical engineering) and clusters professionals with vision, innovative strength and ambitious customers. People who are convinced by the added value in the business chain made possible by technology. Imtech serves nearly 20,000 customers and offers them added value in the form of integrated and multidisciplinary total solutions that lead to: change in business : better operating processes and a higher return for customers and, in their turn, customers customers; the creation of value through an in-depth insight into and knowledge of customers (primary and secondary) processes, intensive co-operation with and for customers, suppliers and partners and through a thorough knowledge of the markets in which customers operate; a sustainable society by offering high-tech total solutions in the field of energy, water, the environment and fine particles. Imtech also acts as a socially aware technology partner and plays a role in solving current social issues, for example, in health care and education, in the area of security, in research laboratories and research centres, in pharmaceuticals, with the development of sustainable and safe cars and in the food industry market. Imtech is also pro-active in the field of Corporate Social Responsibility. This is a translation of the official Dutch Annual Report. In matters of interpretation the Dutch Annual Report will prevail.

3 CONTENTS 3 Imtech in perspective 4 Key figures 6 Information about the Imtech share 8 Imtech competence pyramid 9 Organisation, markets and competencies 10 Preface Board of Management 12 Report of the Supervisory Board 16 Corporate Governance 20 Imtech: 150 years of technology and enterprise 24 Report of the Board of Management : again a good year for Imtech 25 Solid financial position 25 A broad portfolio 28 Acquisitions 29 Vision and added value 30 Organisation 32 Procurement 32 SWOT analysis 34 Strategy 37 Objectives 37 Outlook Benelux 43 Germany & Eastern Europe 47 UK, Ireland & Spain 51 Nordic 54 ICT, Traffic & Marine 62 Risk management 66 Human Resources 70 Corporate Social Responsibility 77 Corporate governance declaration 77 Management declarations 78 Financial statements 78 Consolidated financial statements 83 Notes to the consolidated financial statements 121 Company financial statements of Imtech N.V. 122 Notes to the company balance sheet and profit and loss account of Imtech N.V. 126 Other information 126 Auditor s report 127 Statutory provisions regarding the appropriation of profit 127 Proposal regarding the appropriation of profit 127 Special statutory rights regarding control 127 Events after the reporting period Function summary It s This means Imtech can now trace its history back 150 years. Which is why in this annual report we are turning the spotlight on the role of technology in the past, the present and the future. Throughout the past 150 years we have worked on the development of solutions to technical, economic and social problems and have been in the front line of innovations such as steam, (central) heating, electricity, electronics, cooling and ICT. A few examples! In the 19th century the introduction of steam as the power source in Rotterdam harbour and the invention, in Germany, of the principle of co-generation and decentralised power plants. In the 20th century the introduction in the Netherlands of the first electricity networks and the first electric railway. In the 21st century the focus is on green, sustainable and energy-efficient buildings a field in which Imtech led the way throughout Europe. Another area in which Imtech has played a leading role throughout its 150-year history is the refinement of marine technology, first with medium and low-tension and later with platform automation, high-tech integrated ships bridges and sustainable climate technology. Technology has inspired us, our employees and our customers. For 150 years!

4 IMTECH IN PERSPECTIVE Employees with drive APPROX. 23,000 EMPLOYEES IN ,000 22,000 19,000 16,000 14,519 16,362 18,231 22,510 22,955 Imtech is a true people business. Which makes our people our most important assets. Dynamic co-operation and drive create added value for our customers and offer the best opportunities for further growth, both for the company and for the personal development of each individual employee. Their professional expertise, empathy and dedication receive high scores in customer satisfaction surveys. To ensure this remains the case in the future we pay considerable attention to improving (management) skills, personal knowledge development and (job) training. 13, Number of employees (FTE) 2009 Goal Imtech wants to rank among the best employers in the technical services provision market. Strong increase of profitability EBITA: MILLION EURO IN The EBITA, the operating result before amortisation of intangible assets and impairments, is the core indicator of profit within Imtech. A consistent and increasing demand for technology and the Imtech strategy in the form of attractive technical total solutions achieved through the combination of electrical engineering, ICT and mechanical engineering made increasing the profitability at an above average speed possible EBITA (in millions of euro) Goal in 2010 A further rise of the EBITA through organic growth and acquisitions. Growth makes Imtech a stable and reliable co-operation partner REVENUE: OVER 4.3 BILLION EURO IN ,346 3,859 4,323 Imtech is one of the largest independent technical services providers in Europe and in the global marine market that is totally focused on, and committed to, providing technical services through the combination of electrical engineering, ICT and mechanical engineering. Rapid growth (12% in 2009) of the activities leads to continuity for customers and employees. This instils confidence, creates opportunities and makes Imtech a stable and reliable co-operation partner , , Revenue (in millions of euro) 2009 Goal in 2012 Revenue of 5 billion euro in Towards ever higher added-value OPERATIONAL EBITA MARGIN: 5.8% IN The operational EBITA margin gives an indication of Imtech s profitability. It also reflects the constant focus on offering our customers ever higher added-value. This margin is based on the operating profit before the amortisation and impairment of intangible assets, and before the deduction of group management costs Operational EBITA margin (%) 2009 Goal An operational EBITA margin of 6%. 2

5 IMTECH IN PERSPECTIVE Confidence indicator for the future ORDER BOOK: OVER 4.7 BILLION AT YEAR-END ,000 4,300 3,600 3,815 4,514 4,748 The order book is an important indicator for the future development of the company s revenue and profitability. A healthy growth (5% in 2009) of the order book instils confidence in the future. 2,900 2,200 2,924 2, Order book (in millions of euro) 2009 Goal Further growth of the order book through organic growth and acquisitions. Shareholders receive a substantial share of the net profit PROPOSED DIVIDEND PER SHARE: 0.64 EURO The aim of the dividend policy is to enable shareholders to receive a substantial share of the company s net profit. An increasing net profit (+ 11% in 2009) leads to a higher dividend pay-out (+ 8% in 2009). Since 2008 shareholders have had the choice of receiving their dividend in cash or shares Dividend per share (in euro) 2009 Goal To pay out 40% of the net profit as dividend. Control of working capital organically releases means for further growth WORKING CAPITAL: 4.6% OF REVENUE IN As a project-driven company working capital constitutes a major element within the balance sheet total. A constant focus on the working capital is, therefore, essential. It organically releases means for the further growth of the company Working capital (as a percentage of revenue) Goal Working capital that amounts to a maximum of 5% of revenue. A solid financial position leads to continuity and strategic growth DEBT RATIO: 1.7 IN For Imtech a strong balance sheet is important both with a view to future acquisitions and for the obtaining of new projects and long-term maintenance contracts. A solid financial position makes continuity and strategic growth possible, both commercially in relation to our customers and on the labour and capital markets. The debt ratio is equal to the average net interest-bearing debt divided by the EBITDA n/a Debt ratio Goal A debt ratio of between 1.0 and 2.5, which means a debt ratio that is clearly lower than the financing agreements signed with bank syndicates to finance the company s growth. 3

6 KEY FIGURES In millions of euro unless stated otherwise Results Revenue 4,323 3,859 3,346 2,839 2,379 EBITA EBIT Net profit Operational EBITA margin 1 5.8% 5.5% 5.1% 4.5% 4.1% EBITA margin 5.5% 5.1% 4.7% 4.0% 3.6% Cash flow Order book 4,748 4,514 3,815 2,924 2,396 Balance sheet Balance sheet total 2,584 2,473 1,891 1,567 1,310 Total shareholders equity attributable to shareholders Net interest-bearing debt (102) Working capital (excluding cash and cash equivalents) Solvency Interest coverage Average net interest-bearing debt/ebitda Average number of outstanding ordinary shares (in millions) Data per ordinary share with a nominal value of 0.80 euro (in euros, unless indicated otherwise) Net profit before amortisation and impairment of intangible assets Dividend Pay-out 40% 40% 40% 41% 55% Shareholders equity Closing price Market capitalisation (in millions of euro) 6 1, Personnel Number of employees as at 31 December 22,955 22,510 18,231 16,362 14,519 1 Before holding costs. 4 Based on average number of outstanding shares. 2 According to definition bank covenants (the comparative figures have been 5 Based on the shares outstanding as at 31 December. adjusted to facilitate comparison). 6 Based on the number of issued shares as at 31 December. 3 Based on interest income and expense banks, as a result of a change in definition the comparative figures have been adjusted to facilitate comparison. OBJECTIVES OF THE 2012 STRATEGIC PLAN Revenue of 5 billion euro in 2012 while maintaining an operational EBITA margin of 6%. OUTLOOK 2010 A further increase in the EBITA through organic growth and acquisitions. 4

7 KEY FIGURES Private buildings 27% Public buildings 11% 4% Care & Cure Maintenance, Services & Management Other 5% 19% Design, Engineering & Consultancy 9% 5% Specials 13% Infra & Traffic 12% Marine 28% Industry 67% Implementation Revenue split per market segment in % Revenue split per activity in % Electrical engineering 41% Mechanical engineering 40% ICT, Traffic & Marine 27% 28% Benelux Other 5% 14% ICT Nordic 7% UK, Ireland & Spain 13% 25% Germany & Eastern Europe Revenue split per technology in % Revenue split per cluster in % ICT, Traffic & Marine 27% 18% Benelux 25% 10% Nordic 13% UK, Ireland & Spain 32% Germany & Eastern Europe Operational EBITA split per cluster in % Share of Energy & Environment in total revenue in % 30% 55% Share of Recurring business in total revenue in % Share of government activities in total revenue in % 5

8 INFORMATION ABOUT THE IMTECH SHARE STOCK EXCHANGES Imtech is listed on the NYSE Euronext stock exchange in Amsterdam. The share is included in the Amsterdam Midkap companies index (AMX) and in the Dow Jones Stoxx 600 the stock exchange index of Europe s 600 largest stock exchange companies in terms of stock exchange value. Trading in both Imtech shares and options on the Imtech share are possible via NYSE Euronext Amsterdam. As at 31 December 2009 Imtech s market capitalisation was 1,546 million euro an increase of 59.7% compared with the end of STOCK EXCHANGE TRADING In million Imtech shares were traded (2008: million), which means that for the second year running the number of shares traded exceeded the number of shares issued. In the light of the sharp decline in interest in shares exhibited by investors, this indicates that the Imtech share is seen as an attractive investment. With the exception of December 2009 the average daily trading volume was higher than in the same month in the previous five years. A December trading volume that was clearly lower than in previous years was a global phenomenon and the result of investors closing their books earlier than normal in order to safeguard the achieved return for SHARE PRICE In 2009 the price of the Imtech share rose by 57.0% to euro per share. During the same period the AEX rose by 36.3%, the AMX rose by 63.6% and the Dow Jones Stoxx 600 rose by 28.6%. Over the past three years the price of the Imtech share has risen by 11.2%. By comparison, in the same period the Amsterdam stock exchange AEX and AMX indices fell by 35.0% and 22.3% respectively and the European Dow Jones Stoxx 600 index fell by 30.5% (see graph Share price on page 7). LARGE SHAREHOLDERS Based on the Disclosure of Interests Act, as at 31 December 2009 the following large holders of Imtech shares were known: Aviva plc 5.20% WAM Acquisitions GP, Inc. 5.15% ASR Nederland NV 5.14% Delta Deelnemingen Fonds NV 5.11% In addition to these large shareholders, substantial holdings of shares (less than 5%) are in the hands of (foreign) institutional investors, mainly in the Netherlands, the UK, France, Germany, Spain and the USA. DIVIDEND The dividend policy is to pay out 40% of the net profit excluding exceptional items. Since last year shareholders have been offered the choice of receiving their dividend in cash or shares. In respect of the dividend over the 2008 financial year 37% of shareholders opted for a pay-out in shares, for which 1,427,836 shares were issued. The dividend proposal for the 2009 financial year is to pay out a dividend of 0.64 euro per share (2008: 0.59 euro). INVESTOR RELATIONS Imtech values good communication with investors and analysts very highly as it enables them to make a good and realistic estimate of the potential value of the Imtech THE IMTECH SHARE IN 2009 in euro Highest price Lowest price Closing price at year end Price/earnings ratio at year end Dividend return on closing price 3.4% 4.9% 2.8% Shares traded (average number per day) 406, , ,872 Number of subscribed shares 82,087,483 80,659,647 80,659,647 Number of issued shares at year end 78,376,728 77,462,396 78,374,232 Average number of issued shares 77,776,359 77,445,826 78,608,447 Market capitalisation at year end 1,546,117, ,915,764 1,366,374,420 6

9 INFORMATION ABOUT THE IMTECH SHARE Price trend Imtech share vs. AEX, AMX and Dow Jones Stoxx 600 (January 2007 to December 2009 based on daily prices, starting point: share price trend Imtech as at 31 December 2006) Share price trend AEX Share price trend Imtech Share price trend AMX Share price trend Stoxx share. Regular meetings with existing and potential shareholders and analysts who follow the share are an important component of this communication. The policy with regard to contact with investors and analysts can be found on Imtech s investor website. Specific information for investors is available via which contains detailed financial information regarding the strategy, goals and outlook, press releases and the analysts who follow Imtech as well as presentations to analysts and the financial press, including the relevant webcasts. The website also includes a current financial calendar. FINANCIAL CALENDAR 7 April 2010 General Meeting of Shareholders 9 April 2010 Quotation ex-dividend 9 21 April 2010 Dividend option period 13 April 2010 Record date (in accordance with (after the stock stock exchange regulations) exchange closes) 21 April 2010 Swap ratio notification (after the stock exchange closes) 26 April 2010 Trading update 1st quarter April 2010 Dividend made payable 3 August 2010 Half-yearly figures October 2010 Trading update 3rd quarter February 2011 Annual figures April 2011 General Meeting of Shareholders Number of shares traded in 2009 (x 1,000) Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Average per day Average per day for the last five years 7

10 IMTECH COMPETENCE PYRAMID Imtech s strategic core competencies can best be illustrated by the Imtech competence pyramid shown above. Imtech covers: three technologies: electrical engineering, ICT (information and communication technology) and mechanical engineering, across and throughout the entire spectrum of these technologies; six activities: design, consultancy, engineering, implementation, maintenance services and maintenance management; four markets: Buildings, Industry, Infrastructure & Traffic and Marine, in each of which a substantial portion of the revenue is related to activities in the field of energy & environment. This combination, together with the achieved scale, gives Imtech the unique profile that makes it stand out in Europe and in the global marine market. In electrical engineering Imtech covers the entire range of electrical engineering solutions of every size, such as low, medium and high tension, energy distribution, measuring and control technology, instrumentation, infrastructure technology, electrical propulsion, integrated security, building management, access technology, system technology, (dynamic) traffic management and traffic management systems and power electronics. In ICT Imtech covers the entire ICT chain including software and hardware, business intelligence, control technology, platform automation, data and telecommunications, data modelling, data centres, ICT infrastructures, intelligent transport systems, storage, (telecom) networks, server technology, virtualisation, infrastructure automation, route information systems, internet and intranet applications, logistics automation, managed IT services, technical automation, navigation and communication technology, robotisation, satellite communication and simulation. In mechanical engineering Imtech covers the entire spectrum of air, climate and energy solutions, including HVAC (Heating, Ventilation and Air Conditioning), cold and heat storage, clean-room technology, energy management, energy contracting, energy technology, dehumidifier technology, incineration technology, heat technology, sprinkler technology, piping, process technology, fire extinguisher technology and mechanical (process) installations. The activities cover the entire process and life-cycle approach from design, consultancy, engineering (design) and implementation (installation) to maintenance services and maintenance management (the total spectrum in the field of technological and organisational maintenance and management), including cost and process monitoring and QHSE (quality, health, safety & environment). Imtech offers total solutions with added value for its customers. Partnership with customers is given an extra dimension by the clustering of technical competencies and intensive co-operation, outsourcing and the integrated execution of services and concepts. Consultancy, engineering, project financing, project management, asset management, risk management, (energy) contracting and Public Private Partnerships (PPP) are an integral part of this. Imtech is active in four markets: Buildings: all types of buildings including computer, data and distribution centres, offices, government buildings, laboratories, airports, museums, parking garages, penal institutions, leisure centres, stadiums, stations, universities and colleges, shopping centres, hospitals and care institutions; Industry: a focus on the automotive industry, chemicals and petrochemicals, the energy and environment market, pharmacy, machine building, oil & gas, the animal feed industry, the aircraft industry and the food and luxury food industry; Infrastructure & Traffic: the measurement, analysis and improvement of traffic flow, (dynamic) traffic management (on the road and water) and traffic infrastructure, traffic safety, airport infrastructure, public transport, parking systems, rail (railway, tram and metro), tunnels, bridges and locks, transport and distribution networks, (public) lighting, (waste) water treatment and management and drinking water; Marine: passenger liners, luxury yachts, naval vessels (frigates, corvettes, patrol and inspection boats and submarines) and inland waterway ships as well as special vessels such as oil & gas ships (including tankers and pipe layers), transport ships, dredgers, crane ships and cargo vessels. 8

11 ORGANISATION, MARKETS AND COMPETENCIES A full list of Imtech N.V. operating companies can be obtained from the Chamber of Commerce Rotterdam. Market segments Market segments Competencies Competencies Buildings Industry Infrastructure/Traffic Marine Electrical engineering ICT Mechanical engineering Buildings Industry Infrastructure/Traffic Marine Electrical engineering ICT Mechanical engineering BENELUX Imtech Nederland B.V. Imtech Building Services B.V. Imtech Sprinkler Technology Imtech Industrial Services B.V. Imtech Automation Solutions B.V. Imtech Industry International B.V. Ventilex B.V. Imtech Special Market Solutions Imtech Energy Services Imtech Contracting Imtech Care & Cure Imtech Security Solutions Imtech Food & Feed Imtech Infra B.V. Imtech Infra Nederland Imtech Infratechniek Asset Rail B.V. (40%) Imtech Infra N.V. (Belgium) Imtech Belgium N.V. Imtech Projects N.V. Imtech Maintenance N.V. Van Looy Group N.V. Imtech Luxemburg Paul Wagner et Fils S.A. (90%) GERMANY & EASTERN EUROPE Imtech Deutschland Imtech Deutschland GmbH & Co. KG Imtech Contracting GmbH Kraftwerks- und Energietechnik Umweltsimulation und Prüfstandtechnik Forschung und Entwicklung Reinraum- und Medientechnik Imtech Brandschütz GmbH Con Tech GmbH Real Estate Management Imtech Polska Sp. z.o.o. (Poland) Imtech KTS-CZ s.r.o. (Czech Republic) Imtech Russland OAO (Russia) S.C. Arconi Grup S.A. (Romania) UK, IRELAND & SPAIN Imtech UK Ltd. Imtech Technical Services Ltd. (UK) Imtech Meica Services Ltd. Imtech G&H Ltd. Imtech Aqua Group Ltd. Suir Engineering Ltd. (Ireland) Imtech Process Ltd. Imtech Spain S.L. Imtech Spain Buildings Imtech Sertec Imtech Spain Industry Imtech Huguet NORDIC NVS Installation AB (Sweden) Nordiske Varme Sanitaer AS (Norway) LVI-Helin Oy (Finland) Sävar Energitjänst AB (Sweden) ICT, TRAFFIC & MARINE Imtech ICT* Imtech ICT Business Solutions B.V. Imtech ICT Nederland B.V. Imtech ICT Management & Consultancy Imtech ICT Brocom B.V. Imtech ICT Communications Solutions B.V. Imtech ICT Performance Solutions Fritz & Macziol Software und Computervertrieb GmbH Infoma Software Consulting GmbH Fritz & Macziol GmbH (Austria) Fritz & Macziol (Schweiz) A.G. Imtech ICT UK Ltd. (UK) Fit IT N.V. (Belgium) Thinking Solutions N.V. (Belgium) EBIT N.V. (Belgium) ILS Consult GmbH (Austria) Imtech Telecom Global Ltd. (UK) Imtech Traffic Peek Traffic Ltd. (UK) Peek Traffic B.V. Peek Traffic Sp. z.o.o. (Poland) Peek Promet d.o.o. (Croatia) Peek Traffic Sweden AB Peek Traffic Finland Oy WPS Parking Systems B.V. Imtech Marine Group B.V. Imtech Marine & Offshore B.V. Imtech Schiffbau-/Dockbautechnik Imtech Marine & Offshore Ltd. (UK) Imtech Marine Germany GmbH Marine Electronics (Shanghai) Co. Ltd Van Berge Henegouwen Installaties B.V. Dirkzwager B.V. (54%) Tess Electrical Marine Inc. (51%) (USA) IHC Systems B.V. (50%) Radio Holland Group B.V. Radio Holland Netherlands B.V. Radio Holland Belgium N.V. Radio Holland USA Inc. Radio Holland Singapore Ltd. Radio Holland Hong Kong Ltd. Radio Holland South Africa Pty Ltd. Sailtron B.V. Venteville B.V. Radio Holland Content@Sea B.V. * Including business services. 9

12 PREFACE BOARD OF MANAGEMENT 2009 AGAIN AN EXCELLENT YEAR FOR IMTECH, FURTHER EBITA GROWTH ANTICIPATED IN 2010 Despite market conditions being challenging as a result of the economic crisis, 2009 was again an excellent year for Imtech. Imtech also succeeded in building up an order book worth 4.7 billion euro (+ 5%) for 2010 and the following years. This instils confidence. Imtech s strength high-tech multidisciplinary technical total solutions through the combination of electrical engineering, ICT and mechanical engineering has proven its worth even in the current market. René van der Bruggen Boudewijn Gerner very diverse base of altogether nearly 20,000 customers in a wide variety of market segments. All the clusters made a contribution towards the result. Very robust growth was achieved in Germany & Eastern Europe and both the UK, Ireland & Spain and the Nordic clusters performed well and achieved further growth. The performance in the Benelux remained stable. The slight drop in the results of the ICT, Traffic & Marine cluster was mainly due to volume and margin pressure in the European ICT market. Overall Imtech has shown itself to be very resilient in the face of the recession. Despite the bad market conditions with pressure on market volumes. Imtech, thanks to all its 23,000 employees, achieved a strong performance both organically and through acquisitions. The EBITA rose by 20% to million euro of which organic growth accounted for 7%. EBIT rose by 16% to million euro, revenue rose by 12% to 4,323 million euro (2008: 3,859 million euro) of which 3% was organic and net profit rose by 11% to million euro. Earnings per share before amortisation and impairment of intangible assets rose by 0.28 euro to 1.92 euro (+ 17%) based on the average number of issued shares during the year under review. The proposed dividend amounts to 0.64 euro, an increase of 8%. As was the case in 2007 and 2008, Imtech s performance in 2009 resulted in a further increase of the operational EBITA margin. In 2007 this amounted to 5.1%, in 2008 it rose to 5.5% and in 2009 it reached 5.8%. Given the market conditions this was an excellent achievement. A BROAD PORTFOLIO The increasing role of technology in solving economic and social issues is an underlying trend from which Imtech has proven itself able to profit for many years. One of Imtech s strengths in this respect is its diverse portfolio in large areas of Europe and in the global marine market plus its A GROWING DEMAND FOR GREEN TECHNOLOGY The growth market of energy & environment (energy, environment, fine particles and water) is a major driver for further growth. Imtech is one of Europe s strongest technical players in this segment. By integrating energy solutions into our total approach we deliver extra added value. The increase in the demand for green technology is particularly noticeable and Imtech s response has been very effective. Examples include orders for the technology in the green stadium for the 2012 Olympic Games in London, green data centres, the green 150-metre-high towers of the Deutsche Bank in Frankfurt (one of the greenest buildings in Europe), the green renovation of BNP Paribas Fortis head office in Brussels and the Rainbow Warrior III Greenpeace s new green flagship. In addition to green projects Imtech is also active right across the board in the market for (decentralised) energy plants, bioenergy, oil and gas, the provision of clean drinking and waste water, the reduction of fine particle emissions and the prevention of other forms of environmental pollution. In 2009 activities in the field of energy & environment generated around 25% of Imtech s total revenue and further growth is foreseen. Imtech is well on course. This is one of the reasons behind Imtech s participation in the successful Cleantech Fund I, which aims to nurture young and opportunity-rich clean technology companies. RESPONDING TO INCREASING GOVERNMENT SPENDING Imtech is well positioned in government-financed markets such as mobility, infrastructure, rail, environment, water, care & cure and education. In 2009 around 30% of the revenue was generated via government-initiated or supported projects. In economically less favourable times governments follow an anti-cyclic investment policy in which technology is one of the mainsprings. 10

13 PREFACE BOARD OF MANAGEMENT RECURRING BUSINESS: A BASIS FOR LONG-TERM CONTINUITY Around 55% of Imtech s activities involve recurring business. Despite the difficult market conditions the thousands of maintenance contracts Imtech has been awarded in many market segments provide a good basis for long-term continuity. technology (energy & environment) and in the growing government-financed markets. In addition to a structural share of recurring business Imtech has seen the first signs of a tentative recovery in several market segments. Imtech is also hallmarked by a flexible project organisation that can adapt to changing market conditions. This instils extra confidence in the future. FURTHER GROWTH THROUGH ACQUISITIONS One large acquisition in the Nordic region (NVS with 2,300 employees) and ten other medium and smaller acquisitions (total revenue: 550 million euro) made 2008 a very busy year for acquisitions. In 2009 all these acquisitions were integrated and several new acquisitions in Romania, Spain and the Nordic region were completed. The total purchase price of these new acquisitions (including maximum earnout) was 31 million euro. The total revenue of these acquisitions amounts to around 40 million euro per annum with around 525 new employees. All the companies acquired have made an immediate contribution towards earnings per share. Imtech sees good opportunities for further strengthening its portfolio through acquisitions in the coming years. UNCHANGED LONG-TERM OBJECTIVES Imtech has formulated the following long-term strategic objectives: to be the best technical services provider both in Europe and in the global marine market; to achieve at least a top-3 position in every Imtech country and in every market relevant for Imtech; to achieve revenue of 5 billion euro in 2012; to maintain an operational EBITA margin target of 6%. Despite the economic climate these growth targets remain unchanged. Imtech s existing credit facilities are ample to finance this growth. FURTHER GROWTH IN 2010 Imtech started 2010, the year in which it celebrates its 150- year history, with a very well-filled order book, whose quality remained stable. A comfortable position to be in. Although market conditions remain challenging, strong market positions, size, an extensive portfolio of services and a large and very diverse base of nearly 20,000 customers in numerous market segments make continuity, and with it further growth, possible. Imtech s strong position in Germany & Eastern Europe (worth around 25% of the total activities) instils additional confidence. Imtech is also very well positioned in the growth market of green Against this Imtech has noticed the negative effects of the challenging economic situation. Customers found themselves in a difficult financial position, which led to projects being deferred or delayed. Competition is increasing and market volumes are under pressure. On top of this the potential shortage of experienced employees in the future remains an issue. Imtech believes itself to be resilient enough to seize the opportunities arising from its broad portfolio and strong market positions and to avert the threats. Imtech s faith in its own strength is reinforced by its successful strategy and track record of robust growth in recent years. Weighing up the opportunities and threats Imtech is, and will remain, well balanced. The focus, even in the current market situation, remains on growth. In the context of the challenging market conditions Imtech is implementing a pro active financial policy. Considerable attention is being paid to managing working capital, risk management, cost control, the financial position of customers and co-operation partners and strengthening the internal European co-operation. Imtech is also making the most of its strong procurement position and procurement contracts are being revised or renegotiated. According to its current views, in 2010 the Board of Management expects a further EBITA increase through organic growth and acquisitions. Gouda, 15 February 2010 René van der Bruggen, Chairman Boudewijn Gerner, CFO 11

14 REPORT OF THE SUPERVISORY BOARD We hereby submit to the shareholders for approval the financial statements for the 2009 financial year prepared by the Board of Management. These financial statements have been audited and certified by KPMG Accountants N.V. ( KPMG ) (page 126), and discussed by us and the Board of Management in the presence of KPMG. We advise the shareholders to adopt these financial statements. The statutory appropriation of profit is stated on page 127. After consultation with the Board of Management, and in accordance with the dividend policy, we propose that for 2009 a dividend of 0.64 euro per ordinary share is paid (a pay-out of 40%) and that a sum of 76.0 million euro is transferred to the reserves. The dividend may be paid out either entirely in cash or entirely in ordinary shares charged to the tax exempt distributable share premium reserve or other reserves, whichever the shareholder prefers. The swap ratio of this optional dividend will be announced after the stock exchange closes on 21 April During the year under review six scheduled meetings were held during which we advised the Board of Management and, with the interests of all stakeholders in mind, supervised the Board of Management s policy and Imtech s day-to-day business progress. In addition, the Audit Committee met three times, the Remuneration Committee met twice and the Nomination Committee met once. The reports of these meetings were discussed by the Supervisory Board. The attendance of members of the Supervisory Board at all these meetings was (unless prevented by illness) almost full. The division of tasks and the working method of the Supervisory Board and its Committees are described under Corporate Governance (see page 16). Supervisory Board members participated in each of the two consultation meetings with the Central Works Council during which special themes were discussed. As is now customary, during one of our meetings one of the divisional general managers reported on the division s business progress and one of the meetings was held on location (at NVS in Stockholm), during which a project was visited. Summarised, the standard topics discussed were: (i) the actual operational and financial progress compared with the budget and other targets, (ii) the strategy, market development and acquisitions (prior evaluation and subsequent analysis), (iii) internal control and risk management, (iv) management development, organisational structure and the functioning and remuneration of the Board of Management, (v) relevant social aspects of business operations and (vi) the Supervisory Board s composition, profile and own functioning. This year extra attention was paid to the possible impact of the recession on the operational and financial progress, the relevant social aspects of business operations and Imtech s legal structure. OPERATIONAL AND FINANCIAL PROGRESS Business progress within the divisions and the operating companies and the financial reporting were discussed (the half-yearly and annual figures in the presence of KPMG) both in the Supervisory Board meetings and in the meetings of the Audit Committee, where various issues were discussed in more detail. Other issues discussed were KPMG s reports, the annual forecast and the 2010 budget. Analysts reports concerning Imtech were discussed regularly. Constant attention was paid especially by the Audit Committee to risk management, the provisions, working capital and the cash position. KPMG has reported to us regarding its independence from Imtech. In this context the Audit Committee considered KPMG s functioning and its fees for auditing the financial statements, other audit-related services and other non-audit services. Futhermore, KPMG confirmed its independence from Imtech in accordance with the professional standards applicable to KPMG. KPMG also attended the General Meeting of Shareholders on 7 April Full-scope climate technology on board new Royal Navy aircraft carriers Imtech is responsible for the innovative technical design, engineering, equipment, delivery, installation and commissioning of the sustainable climate technology with full-scope HVAC solutions (Heating, Ventilation and Air Conditioning) in two, new, 280-metre-long aircraft carriers for the Royal Navy. 12

15 REPORT OF THE SUPERVISORY BOARD STRATEGY, MARKET DEVELOPMENT AND ACQUISITIONS Considerable attention was paid to the strengthening of Imtech in accordance with the 2012 strategic growth plan, approved by the Board of Management, including the markets in which Imtech wishes to operate (geographical and technological). The underlying principle is, and will remain, the creation of long-term shareholders value. During 2009 Imtech was strengthened through the, Supervisory Board approved, acquisition of various smaller and medium-sized companies with the aim of strengthening the positions in Scandinavia, Spain and Romania. In total these acquisitions involve around 525 employees and revenue of around 40 million euro per annum. The actual performance of earlier acquisitions compared with the expectations expressed at the time of the acquisition is evaluated regularly to ascertain the extent to which the predicted shareholders value has actually been created. INTERNAL CONTROL AND RISK MANAGEMENT Attention was also paid, especially by the Audit Committee, to the Board of Management s evaluation of the internal risk management and control systems, the following-up of recommendations resulting from KPMG s investigations of the internal control systems, the influence of economic conditions on the markets in which Imtech is active and compliance with relevant legislation and regulations and the functioning of internal guidelines. Imtech has no internal audit department. On the basis of the annual evaluation of its Audit Committee the Supervisory Board concludes that there is no need for such a department because there are other measures providing for this. MANAGEMENT DEVELOPMENT, FUNCTIONING, REMUNERATION POLICY AND BOARD OF MANAGEMENT SALARY COMPONENTS On the personnel front the topics discussed were the organisational structure and the senior management succession planning. The functioning of the Board of Management and its members was also evaluated in the absence of the Board of Management. Imtech wins various Olympic orders Imtech has won several technology orders related to the 2012 Olympic Games the Olympic stadium (see page 48), the Olympic shopping centre Westfield Stratford City (150,000 m 2 ), the Velodrome (photo), the basketball hall and various accommodation facilities. with relevant experience. The salary structure is aimed at an optimum balance between the company s short-term results and long-term goals. In view of Imtech s ambitious growth targets more weight is given to the long-term variable income component, which means the remuneration policy is long-term performance driven. During the Shareholders Meeting of 7 April 2009 it was resolved that as of 1 January 2009 the level of the variable income for the Chief Financial Officer (CFO) for the at target achievement of the specified targets will be 100% of the basic salary (was 80%) of which 40% (was 40%) will relate to the short term (one year) and 60% (was 40%) will relate to the long term (three years). The main lines of the remuneration policy approved by the shareholders and currently in force are as follows: the basic salary is set at the median level of the reference market for Board members of larger Dutch companies; the variable income depends on targets set in advance and can, if achieved ( at target ) add 135% to the basic salary of the Chairman of the Board of Management and 100% to the basic salary of the CFO. The targets for the Chairman of the Board of Management and the CFO are focussed for 40% on the short term (one year) and 60% on the long term (three years); the short-term variable income targets are in the area of EBITA growth (50%), revenue growth (30%) and personal targets (20%); The objective of the remuneration policy is to recruit, motivate and retain qualified and experienced managers 13

16 REPORT OF THE SUPERVISORY BOARD the long-term variable income targets are in the area of strategic goals (together 50%) and Total Shareholders Return (TSR) compared with the peer group (50%). The TSR number is calculated on the basis of the average ranking over three years of the peer group companies annual share price increase plus distributed dividend. the peer group comprises the companies in the Midkap index of the NYSE Euronext stock exchange in Amsterdam; achievement of the short-term targets is rewarded via an annual cash bonus; achievement of the long-term targets is rewarded after three years via a bonus in shares, which are awarded conditionally in advance. The five-year lock-up period commences on the date the shares are awarded conditionally; the Remuneration Committee may, per target, deviate from the bonus in cash or shares set for at target (level 100%). For excellent performance the bonus may amount to a maximum of 150% of the at target amount of cash or number of shares. This percentage may be reduced to zero for non-achievement of the targets. The measurement method is based on a sliding scale within a graduated classification; the secondary employment conditions remain unchanged. The targets for the variable income (both short-term and long-term) are reviewed annually and specified for each Board of Management member at the beginning of each year. The Remuneration Committee s remuneration report is published on Imtech s website ( The Remuneration Committee proposed, and the Supervisory Board approved, the following in respect of the various salary components of the Board of Management members. As of 1 January 2009 the basic salary of the Chairman of the Board of Management has been increased by 6% and fixed at 629,700 euro. The basic salary of the CFO has been increased by 11% to 431,200 euro. This brings the salaries in line with the median level of Board of Management members of larger Dutch companies whose functions are of a comparable weight. The achieved level of short-term variable income for 2008 (paid out in 2009) was 77% of the 2008 basic salary for the Chairman of the Board of Management ( at target 55%) and 58% for the CFO ( at target 40%). Both Board of Management members delivered excellent performances by significantly exceeding the targets related to EBITA growth and revenue growth. In the context of the long-term variable income , in April ,996 shares were awarded unconditionally to the Chairman and 12,546 to the CFO. This number was awarded taking into account the achievement of targets whereby the operational EBITA margin growth and revenue growth were deemed to be excellent and the completion of the strategic long-term plan was considered to be good. The average Total Shareholder Return position was judged to be good. This means that 123% of the conditionally awarded shares was awarded unconditionally. High-tech wind tunnel for BMW Imtech helps the automotive industry with advanced test technology for the development of new models with low fuel usage and CO 2 emissions. In a wind tunnel a maximum wind speed of over 280 kilometres per hour is generated, simulating relevant climate and road conditions for BMW. For the long-term variable income 44,699 shares have been awarded conditionally to the Chairman of the Board of Management and 22,957 to the CFO (calculated at a price of euro). To a great extent the strategic targets are linked to the achievement of a complete portfolio per strategic country, revenue growth, EBITA margin development, acquisitions and TSR. The employment agreement with the Chairman of the Board of Management stipulated he will retire at the age of 62. The Supervisory Board is delighted that Mr. Van der Bruggen has been willing to extend his contract by three years. The supplementary agreements, which were approved by the Shareholders Meeting of 7 April 2009, are as follows: (i) if the operating results increase in line with 14

17 REPORT OF THE SUPERVISORY BOARD Sustainable energy from agricultural slurry Imtech was responsible for the technology in two Anglian Water Services high-tech biogas plants in Great Billing in the UK. These plants generate more than 2 MW of sustainable energy a year from agricultural slurry through a combination of innovative slurry processing and biogas technology. the 2012 strategic growth plan the basic salary will be increased by a minimum of 5% per annum, (ii) shares will also be awarded conditionally (pro rata) in the year Mr. Van der Bruggen retires, and (iii) as of the date on which Mr. Van der Bruggen attains the age of 63 the long-term targets will be amended to targets applicable for the remaining period of employment. With the exception of the above the current Remuneration Policy and Share Scheme remain applicable. SUPERVISORY BOARD COMPOSITION, PROFILE AND OWN FUNCTIONING The functioning of the Supervisory Board and its members was evaluated, as in previous years, on the basis of a questionnaire, in the absence of the Board of Management. The composition of the Supervisory Board and the skills of its individual members fulfil the specifications laid down in the profile. All the Supervisory Board members are independent of Imtech as stipulated in the Dutch Corporate Governance Code. The division of tasks and working method of the Supervisory Board and its Committees are stipulated in charters. The profile and the charters are published on Imtech s website ( Please refer to the inside cover for the function summary of the members of the Supervisory Board. OTHER There were no transactions involving a conflict of interest of Supervisory Board or Board of Management members. No loans, advances or guarantees were provided to the members of the Board of Management or Supervisory Board. We thank the Board of Management and all the staff for their dedication and efforts during the past year. Gouda, 15 February 2010 On behalf of the Supervisory Board Rudy van der Meer, Chairman During the Shareholders Meeting of 7 April 2009 Mr. Van der Meer was reappointed for a period of four years. The meeting was also notified of the forthcoming resignation in 2010, in accordance with the rota, of Messrs. Van Amerongen and Van Tooren, who have both expressed their willingness to be reappointed. The Supervisory Board intends recommending the reappointment by the Shareholders Meeting of Messrs. Van Amerongen and Van Tooren for a period of four years. The Central Works Council endorses this recommendation for reappointment unanimously. 15

18 CORPORATE GOVERNANCE Imtech N.V. is a large company (under a mitigated regime in accordance with Article 155 of Book 2 of the Dutch Civil Code). The company is managed by a Board of Management ( BoM ) under the supervision of a Supervisory Board ( SB ) (a so-called two-tier management structure) and also has a Central Works Council ( CWC ) and a General Meeting of Shareholders ( GMS ). The starting points of Corporate Governance are good business practices (honest and transparent dealings by the management) and good supervision of (and accountability for) this management. The Dutch Corporate Governance Code (Government Gazette 3 December 2009, no , hereafter Code ) is applicable to Imtech and is formulated in principles and concrete stipulations. Imtech fully endorses these principles. With several exceptions all the stipulations of the code have now been implemented in regulations, Articles of Association and other rules and codes and have been made public via the website. BOARD OF MANAGEMENT The BoM is entrusted with managing the company and represents the company. The BoM is responsible for the achievement of the targets, strategy (with related risk profile), financing, development of the results and Corporate Social Responsibility. The BoM is also responsible for the internal risk management and control systems related to business activities and for compliance with all relevant legislation and regulations. The BoM submits all information to the SB and/or its Committees in good time and is accountable to the SB and the GMS. In accordance with the Articles of Association certain decisions of the BoM are subject to the approval of the SB and GMS. guidelines for the preparation of financial reports and for the procedures to be followed; a monitoring and reporting system; business principles and a whistle-blower s regulation. The BoM determines, with the approval of the SB, which portion of the profit will be reserved. The remaining profit is at the disposal of the GMS. The dividend policy is to distribute 40% of the net result excluding exceptional items to shareholders and, depending on the choice of the shareholder, to make this dividend available in either ordinary shares or cash charged to the reserves. By virtue of its designation by the GMS, the BoM, with the approval of the SB, is authorised to decide to issue shares and to limit or exclude the shareholders preferential subscription right (10% of the issued shares plus an additional 10% relating to an acquisition). By virtue of its authorisation by the GMS the BoM is also authorised to purchase company shares. This designation and/or authorisation is requested during the GMS for the therein specified number of shares and is always valid for a period of eighteen months. The BoM is authorised to sell the purchased company shares, with the prior approval of the SB. The BoM may not participate in the capital of other companies, or invest in enduring manufacturing tools and real estate, insofar as the participation or investment involves an amount of five million euro or more, without the prior approval of the SB. The BoM decisions that are subject to the approval of the SB are listed in Article 164 paragraph 1 of Book 2 of the Dutch Civil Code. The BoM notifies the SB and/or its Committees, in writing, of the main lines of the strategic policy, the general and financial risks and the internal risks management and control systems. The BoM submits to the SB for approval: the operational and financial targets; the strategy that must lead to the achievement of the targets; the preconditions that are applicable, including those related to the financial ratios, and the relevant aspects of Corporate Social Responsibility. The internal risk management and control instruments applied by Imtech are: risk analyses of the financial and operational targets; SUPERVISORY BOARD The task of the SB is to supervise the management of the BoM and the general course of business within Imtech. The SB also advises the BoM. The SB members perform their tasks with the interests of Imtech and its stakeholders in mind and also bearing in mind the Corporate Social Responsibility aspects relevant for Imtech. The SB draws up a profile that includes its composition and size (currently at least five members) taking into account the nature of the company, its activities and the desired expertise and background of its members. The SB strives for a mixed composition including in respect of its members age and gender. The SB discusses the profile and 16

19 CORPORATE GOVERNANCE every amendment to the profile during the GMS and with the CWC. The profile can be viewed on the website. The SB has formed three committees from amongst its members: an Audit Committee, a Remuneration Committee and a Nomination Committee and has specified the division of tasks and working method of the SB and its committees in Charters. Each committee has a delegated authority. It advises the SB in respect of certain parts of its stipulated tasks and prepares the relevant decision making of the SB. The members of the Remuneration Committee and the Nomination Committee are the same. The topics supervised by the Audit Committee are: financial reporting and procedures; the policy in respect of tax planning; corporate financing; the application of information and communication technology; the functioning of internal risk management and control systems; the internal and external audit process, including compliance with recommendations and follow-up of remarks; the functioning and independence of the auditor; and supervision of compliance with legislation and regulations and the functioning of internal guidelines. The tasks of the Nomination Committee are: the selection criteria and nomination procedures in respect of members of the SB and BoM; the profile, the size and composition of the SB and BoM and the regular evaluation of the size and composition of the SB and BoM; the function of the SB and BoM members and the regular evaluation of this functioning; (re)appointments; and supervision of the policy in respect of the selection criteria and appointment procedures for higher management. The tasks of the Remuneration Committee comprise: the BoM remuneration policy; the share scheme for the BoM; the performance criteria and their application; the amount of the fixed and variable salary and the number of shares to be awarded; the amount of pension rights, redundancy schemes and other remuneration; and the remuneration report. The SB appoints an auditor to audit the financial statements proposed by the BoM, report on these financial statements and issue an auditor s report. The appointment may be withdrawn at any time by the GMS. APPOINTMENT AND REMUNERATION The SB specifies the number of members of the BoM. The members of the BoM are (re)appointed and dismissed by the GMS. A new BoM member resigns after a period of four years and may, in principle, be reappointed. The (re) appointment takes place on the basis of a binding recommendation by the SB, following the advice of the Nomination Committee. The GMS can negate the binding character of this recommendation by a qualified majority. The BoM remuneration policy and amendments to this policy are proposed by the SB, adopted by the GMS and made available to the CWC for inspection. The remuneration of individual members of the BoM (including the awarding of shares) is determined within the framework of the remuneration policy by the SB on the recommendation of the Remuneration Committee. The SB s remuneration report comprises a report of the manner in which the remuneration policy has been implemented in the proceeding financial year and a summary of the remuneration policy the SB intends applying in the coming and subsequent years. The remuneration policy, the share scheme and the annual remuneration report can be viewed on the website. The main lines of the remuneration policy, as well as the different salary components that have been specified for individual members, are included in the Report of the SB (see pages 13 and 14). The SB members are nominated by the SB on the basis of the profile and appointed by the GMS. The nomination is announced to the GMS and the CWC simultaneously. The GMS and (for one third of the number of members) the CWC may recommend to the SB persons to be nominated for membership of the SB. The GMS may reject a nomination with a qualified majority. An SB member resigns after a term of four years and may, in principle, be reappointed. An SB member may not be a member of the SB for longer than twelve years. The remuneration of SB members is proposed by the SB and adopted by the GMS. 17

20 CORPORATE GOVERNANCE GENERAL MEETING OF SHAREHOLDERS The powers of the GMS are stipulated in legislation and Articles of Association and can be summarised as follows: approval of decisions that would cause a major change to the identity or character of Imtech or its business; appointment and dismissal of BoM members; adoption of the BoM remuneration policy; approval of the BoM share scheme; appointment of SB members; abandonment of trust in the SB; adoption of the financial statements of Imtech; approval of the profit appropriation (insofar as this is at the disposal of the GMS); approval of the dividend proposal; and approval of decisions to amend the Articles of Association or dissolve Imtech. The following are also discussed with the GMS: the Annual Report of Imtech; changes to the reserves and dividend policy; changes to the SB profile; changes to the Corporate Governance structure. At least one General Meeting is convened each year. Extraordinary Shareholders meetings are convened as often as the SB or BoM deems this necessary. The BoM and SB provide the GMS with all the information requested, unless this would be seriously detrimental to the Company s interests. A decision to amend the Articles of Association or to dissolve Imtech may only be taken by the GMS if it is proposed by the BoM with the approval of the SB. SHARES The authorised capital comprises registered shares divided into ordinary shares, financing preference shares and preference shares. Each share entitles the holder to cast one vote, with the exception of financing preference shares for which the voting rights are based on the actual value of the capital contribution. Please see page 127 for profit appropriation and the dividend proposal. The subscribed capital consists entirely of the ordinary shares that are fully paid-up and that are traded via the giro-based securities transfer system. No preference shares and financing preference shares are outstanding. The shares Imtech holds in its own capital do not count when calculating an amount to be distributed on shares or the attendance at a Shareholders Meeting and are non-voting shares. 18 OPTION AND SHARE SCHEME, PURCHASE OF SHARES Imtech operates a personnel share scheme whereby a number of executives are granted options on ordinary shares (see page 95 and following pages). These rights are granted at the discretion of the BoM, with the approval of the SB with regard to the total number of shares, the exercise periods (including the lock-up period) and the exercise price. The lock-up period lapses in the case of a change of control in Imtech. There is also a BoM share scheme (see page 97). Each year the SB determines, on the recommendation of the Remuneration Committee and in accordance with the remuneration policy, the shares to be awarded conditionally and unconditionally. To cover the obligations arising from options granted (fully) and shares awarded conditionally (at target) Imtech purchases shares. RULES REGARDING INSIDE INFORMATION Within Imtech Rules regarding the reporting and regulation of transactions in Imtech N.V. securities (and possibly other so designated securities) are applicable for the SB, BoM, Executive Council and other designated persons (including corporate staff, the management of the large operating companies and a number of permanent consultants). STICHTING IMTECH Imtech N.V. has granted Stichting Imtech (a foundation) an option on up to a maximum of 180 million preference shares in its share capital, with the proviso that the Stichting may only take preference shares up to a total number equal to the total number of all ordinary shares Technological relocation of Shell New Technology Centre When Shell moved its laboratory in Amsterdam to the Shell New Technology Centre, Imtech was responsible for the engineering and technological relocation of over 900 laboratory set-ups and pilot plants, including numerous technical improvements.